SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
KAISER VENTURES, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.03 PER SHARE
(TITLE OF CLASS OF SECURITIES)
483088 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
Ronald E. Bitonti, Chairman, Administrative Committee
New Kaiser Voluntary Employees' Beneficiary Association
9810 Sierra Avenue, Suite A
Fontana, CA 92335
(402) 346-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
October 13, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
<PAGE> - 1 -
CUSIP No. 483088 10 0
1. Name of Reporting Person New Kaiser Voluntary Employees' Beneficiary
Association
S.S. or I.R.S. Identification
No. of Above Person 33-0330153
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
(See Instructions)
3. SEC Use Only
4. Source of Funds not applicable
(See Instructions)
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant [ ]
to Items 2(d) or 2(e)
6. Citizenship or Place
of Organization California
Number of 7. Sole Voting Power
Shares 3,456,136
Beneficially 8. Shared Voting Power
Owned by
Each 9. Sole Dispositive Power
Reporting 3,456,136
Person With 10. Shared Dispositive Power
11. Aggregate Amount Beneficially
Owned by Each Reporting Person
3,456,136
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
3,456,136 divided by 10,399,841 = 33.4%
14. Type of Reporting Person
(See Instructions) EP
<PAGE> - 2 -
ITEM 1. SECURITY & ISSUER
Common stock, par value $.03.
Kaiser Ventures, Inc.
Suite 301
8300 Utica Avenue
Rancho Cucamonga, CA 91730
ITEM 2. IDENTITY & BACKGROUND
(a) New Kaiser Voluntary Employees' Beneficiary Association,
an employee benefit trust
(b) Suite A
9810 Sierra Avenue
Fontana, CA 92335
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Organized in California.
ITEM 3. SOURCE & AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The Coleridge Group ("Coleridge") has investment authority and has fiduciary
duty with respect to the shares of the Company owned by New Kaiser Voluntary
Employees' Beneficiary Association (the "VEBA"). The VEBA currently owns
3,456,136 shares of the Company, representing 33.4% of the Company's
outstanding common stock.
As financial advisor to the VEBA, Coleridge is considering various methods by
which the value of the shares it manages could be enhanced. On October 13,
1997, Coleridge entered into a Cooperation Agreement with Pacholder
Associates, Inc. ("PAI") (the "Agreement"). PAI has investment authority with
respect to shares in the Company held by the Pension Benefit Guaranty
Corporation ("PBGC"). A copy of the Agreement is attached as Exhibit A.
Under the Agreement, PAI and Coleridge have agreed to meet to discuss certain
matters relating to the Company, including, but not limited to, historical
evaluations of the Company performance; potential opportunities and/or
prospects for the Company; review of strategies advanced by the Company and
the effects of those strategies on shareholders; analysis of shareholder
interests and needs; and specific strategies. The specific strategies which
will be considered by PAI and Coleridge pursuant to the Agreement include,
without limitation:
(a) the adoption of Company policies through the parties' position on the
Company's Board of Directors to:
(1) require Board involvement in all negotiations concerning any material
assets owned by the Company;
(2) examine the feasibility of distributing certain stock in Penske
Motorsports, Inc. held by the Company;
(3) distribute or securitize certain water rights held by the Company;
(4) dispose of or otherwise hypothecate the interest in Eagle Mountain;
and/or
(5) a sale or merger of the Company; or
<PAGE> - 3 -
(b) a joint sale of the stock of PBGC and the VEBA in the Company.
PAI and Coleridge have agreed to pursue in good faith one or more of these
strategies. If PAI and Coleridge reach a mutual agreement on any such action,
such agreement will bind each to the set of outcomes decided upon. In
addition, to the extent either PAI or Coleridge is presented with a strategy
not contemplated by the Agreement, it shall disclose fully such additional
strategy to the other and each will be given the opportunity to participate on
a pro rata basis in any such additional strategy. No agreement with respect
to any strategy has been reached at this time, and the VEBA is unable to
predict whether any agreement will be reached. However, if agreement is
reached on any of the matters listed above, action may be taken in accordance
with such agreement at any time without regard to the prior filing of a
further Amendment to this Schedule 13D. Coleridge will meet with PAI and with
management of the Company concerning the matters set forth in the Agreement
and with respect to other matters concerning the value of shares of the
Company which Coleridge manages.
Any determination by Coleridge to take any of the actions listed above will
be based on various factors, including, but not limited to, the Company's
financial condition, business and prospects, other developments concerning the
Company, price levels of the Company's common stock, other opportunities
available to the VEBA, general economic, monetary and stock market conditions,
and other applicable business and legal considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 3,456,136 (shares of issuer held by New Kaiser Voluntary Employees'
Beneficiary Association) divided by 10,399,841 (issued and outstanding
shares of issuer) = 33.4%
(b) 3,456,136.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The information required by this Item is described in Item 4 herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed as exhibits to this Amendment No. 2 to
Schedule 13D:
A. Cooperation Agreement, dated and effective as of October 13, 1997, by and
between The Coleridge Group and Pacholder Associates, Inc.
<PAGE> - 4 -
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 13, 1997
NEW KAISER VOLUNTARY EMPLOYEES'
BENEFICIARY ASSOCIATION
/s/ Ronald E. Bitonti
-------------------------------
Ronald E. Bitonti, Chairman,
Administrative Committee
<PAGE> - 5 -
EXHIBIT A
COOPERATION AGREEMENT
This Cooperation Agreement, dated and effective as of October 13, 1997, is by
and between The Coleridge Group, a sole proprietorship ("Coleridge") and
Pacholder Associates, Inc. ("PAI").
RECITALS
WHEREAS, New Kaiser Voluntary Employees' Beneficiary Association ("VEBA") and
the Pension Benefit Guaranty Corporation ("PBGC") are each a shareholder of
Kaiser Ventures Inc., a Delaware corporation, and its subsidiaries
(collectively, the "Company"); and
WHEREAS, Coleridge has investment authority and has fiduciary duty with
respect to the shares of the Company owned by VEBA; and
WHEREAS, PAI has investment authority and has fiduciary duty with respect to
the shares of the Company owned by the PBGC; and
WHEREAS, together the parties hereto have investment authority over a
controlling share of the stock in the Company; and
WHEREAS, appropriate documents have been filed with the Securities Exchange
Commission in order to permit the parties hereto to meet and discuss Company
issues; and
WHEREAS, the parties hereto desire to participate in such process and be
bound by the terms of the commitment to pursue strategies jointly with each
other; and WHEREAS, by virtue of this Cooperation Agreement neither
Coleridge nor VEBA shall be deemed to be a fiduciary of either PAI or PBGC,
and neither PAI nor PBGC shall be deemed to be a fiduciary of Coleridge or
VEBA for any purpose; and WHEREAS, this Cooperation Agreement shall not
affect the fiduciary duties owed by Coleridge to VEBA or by PAI to PBGC; and
WHEREAS, the parties desire to set forth their agreement with respect to
cooperation, as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Sharing of Information. The parties hereto have met and will
continue to meet to discuss certain matters relating to the Company. Such
discussion topics include, but are not limited to:
a) historic evaluations of Company performance;
b) potential opportunities and/or prospects for the Company;
c) review of strategies advanced by the Company and the effects of those
strategies on shareholders;
d) analysis of shareholder interests and needs; and
e) specific strategies described in Section 2.
Section 2. Strategies. The parties hereto have negotiated in good faith
and will, in accordance with Section 3 below, pursue a variety of actions
which may, but shall not be limited to, be one or more of the following
strategies:
a) the adoption of Company policies through the parties' position on the
Company's Board of Directors to:
1. require greater Board involvement in negotiations concerning any material
assets owned by the Company;
2. examine the feasibility of distributing the Penske stock;
3. distribute or securitize the water company rights;
4. pursue the full development and operation of the Eagle Mountain landfill
project so as to maximize shareholder value; and/or
5. sell or merge the Company; or
b) joint sale of Company stock.
Section 3. Commitment to Strategy. The parties hereto commit to pursue in
good faith one or more of the strategies described in Section 2. Once the
parties have reached mutual agreement on the terms of any such action, such
agreement will bind each party to the outcome or set of outcomes described
above.
<PAGE> - 6 -
Section 4. Other Strategies. To the extent either party hereto is presented
with a strategy not contemplated by this Agreement, such party shall fully
disclose such additional strategy to the other party. The parties hereto
agree that each will be given an opportunity to participate on a pro rata
basis (based on number of shares owned) in any such additional strategy. If
either party declines any such strategy, the other party may participate
without restriction.
Section 5. Company Management. The parties hereto intend to work with the
Board of Directors and officers of the Company to develop the strategies
described herein. Nothing contained in this Cooperation Agreement shall be
construed as implementing a change in control of the Company.
Section 6. Confidentiality. All information received by either party
pursuant to this Cooperation Agreement shall be strictly confidential and
shall not be disclosed to any third party without the prior written consent of
the parties hereto. This confidentiality covenant shall survive this
Cooperation Agreement.
Section 7. Severability. If any provision of this Agreement or any said
provision shall be held invalid or unenforceable by a court of competent
jurisdiction, the remaining effect, and the provision or portion thereof
effected by such holding shall be modified, if possible, so that it is
enforceable to the maximum extent permissible.
Section 8. Governing Law and Forum. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
Section 9. Term of Agreement/Mutual Dissolution. This Agreement will
terminate without further action on October 1, 2000 and may be terminated at
any time prior thereto with the consent of both parties. Section 10. Entire
Agreement. This Agreement constitutes the entire agreement of the parties
regarding the subject matter hereof and may not be modified except by written
consent of each party.
Section 11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original copy and all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same
counterpart.
<PAGE> - 7 -
IN WITNESS WHEREOF, the parties hereto have caused in this Agreement to be
executed by their duly authorized representative as of the date first written
above.
PACHOLDER ASSOCIATES, INC.
By /s/ Thomas M. Barnhart II
Name Thomas M. Barnhart II
Title Senior VP/Associate General Counsel
THE COLERIDGE GROUP
By /s/Gary E. Gibbons
Name Gary E. Gibbons
Title Its Sole Proprietor
<PAGE> - 8 -
